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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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Form 10-Q

 

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(Mark One)
☑		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017
Or
☐		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

Commission file number 001-34942

 

 

Inphi Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware		77-0557980
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

 

2953 Bunker Hill Lane, Suite 300,

Santa Clara, California 95054

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (408) 217-7300

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ☑      No  ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  ☑      No  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  ☑

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

(Do not check if a smaller reporting company)

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in 12b-2 of the Exchange Act).  Yes  ☐      No  ☑

 

The total number of shares outstanding of the Registrant’s common stock, $0.001 par value per share, as of November 3, 2017 was 42,533,551.

 

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INPHI CORPORATION

 

QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2017

 

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION			2
Item 1.	Financial Statements		2
	Unaudited Condensed Consolidated Balance Sheets at September 30, 2017 and December 31, 2016		2
	Unaudited Condensed Consolidated Statements of Income (Loss) for the Three and Nine Months Ended September 30, 2017 and 2016		3
	Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2017 and 2016		4
	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016		5
	Notes to Unaudited Condensed Consolidated Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		26
Item 4.	Controls and Procedures		26
PART II. OTHER INFORMATION			27
Item 1.	Legal Proceedings		27
Item 1A.	Risk Factors		28
Item 6.	Exhibits		29
Signatures

 

 

 

		September 30, 2017				December 31, 2016
Assets
Current assets:
Cash and cash equivalents		$	165,868			$	144,867
Investments in marketable securities			238,877				249,476
Accounts receivable, net			72,115				49,999
Inventories			34,636				32,039
Prepaid expenses and other current assets			11,703				23,139
Total current assets			523,199				499,520
Property and equipment, net			57,957				44,471
Goodwill			104,564				105,077
Identifiable intangible assets, net			236,549				327,063
Deferred tax charge			—				1,384
Other assets, net			11,338				13,080
Total assets		$	933,607			$	990,595
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	15,023			$	14,039
Deferred revenue			7,999				3,630
Accrued employee expenses			12,609				16,588
Other accrued expenses			7,699				7,277
Other current liabilities			29,327				24,736
Total current liabilities			72,657				66,270
Convertible debt			415,074				396,857
Other long-term liabilities			40,293				64,944
Total liabilities			528,024				528,071
Commitments and contingencies (Note 16)
Stockholders’ equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued			—				—
Common stock, $0.001 par value; 500,000,000 shares authorized; 42,426,178 and 41,303,353 issued and outstanding at September 30, 2017 and December 31, 2016, respectively			43				41
Additional paid-in capital			478,942				459,928
Retained earnings (accumulated deficit)			(74,247	)			1,976
Accumulated other comprehensive income			845				579
Total stockholders’ equity			405,583				462,524
Total liabilities and stockholders’ equity		$	933,607			$	990,595

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		Three Months Ended September 30,								Nine Months Ended September 30,
		2017				2016				2017				2016
Revenue		$	84,511			$	70,750			$	262,518			$	185,365
Cost of revenue			42,440				22,562				119,099				58,958
Gross profit			42,071				48,188				143,419				126,407
Operating expenses:
Research and development			78,849				25,897				158,574				77,205
Sales and marketing			10,100				6,688				31,580				18,282
General and administrative			5,584				5,359				18,177				14,436
Total operating expenses			94,533				37,944				208,331				109,923
Income (loss) from operations			(52,462	)			10,244				(64,912	)			16,484
Interest expense			(7,566	)			(3,987	)			(22,109	)			(10,290	)
Other income, net			1,080				1,869				2,656				2,756
Income (loss) before income taxes from continuing operations			(58,948	)			8,126				(84,365	)			8,950
Provision (benefit) for income taxes			(10,182	)			1,530				(9,359	)			1,501
Net income (loss) from continuing operations			(48,766	)			6,596				(75,006	)			7,449
Discontinued operations:
Gain from sale			—				78,531				—				78,531
Loss from discontinued operations			—				(3,822	)			—				(3,907	)
Provision for income taxes			—				1,733				—				1,750
Net income from discontinued operations			—				72,976				—				72,874
Net income (loss)		$	(48,766	)		$	79,572			$	(75,006	)		$	80,323
Earnings per share:
Basic
Net income (loss) from continuing operations		$	(1.15	)		$	0.16			$	(1.78	)		$	0.18
Net income from discontinued operations			—				1.79				—				1.81
Basic earnings per share		$	(1.15	)		$	1.95			$	(1.78	)		$	1.99
Diluted
Net income (loss) from continuing operations		$	(1.15	)		$	0.15			$	(1.78	)		$	0.17
Net income from discontinued operations			—				1.65				—				1.66
Diluted earnings per share		$	(1.15	)		$	1.80			$	(1.78	)		$	1.83
Weighted-average shares used in computing earnings per share:
Basic			42,350,313				40,854,508				42,022,272				40,343,548
Diluted			42,350,313				44,318,827				42,022,272				43,998,821

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		Three Months Ended September 30,								Nine Months Ended September 30,
		2017				2016				2017				2016
Net income (loss)		$	(48,766	)		$	79,572			$	(75,006	)		$	80,323
Other comprehensive income (loss):
Available for sale investments:
Change in unrealized gain, net of tax			42				(174	)			266				139
Realized gain reclassified into earnings, net of tax			—				—				—				(5	)
Comprehensive income (loss)		$	(48,724	)		$	79,398			$	(74,740	)		$	80,457

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		Nine Months Ended September 30,
		2017				2016
Cash flows from operating activities
Net income (loss)		$	(75,006	)		$	80,323
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization			58,730				22,291
Stock-based compensation			32,368				22,202
Impairment of intangible assets			47,014				—
Deferred income taxes and deferred tax charge			(10,304	)			900
Accretion of convertible debt and amortization of debt issuance costs			18,217				8,258
Gain from sale of discontinued operations			—				(78,531	)
Gain from sale of cost method investment			—				(1,138	)
Amortization of premium on marketable securities			931				1,040
Other noncash items			(50	)			(8	)
Changes in assets and liabilities:
Accounts receivable			(21,576	)			(11,008	)
Inventories			(2,597	)			(2,905	)
Prepaid expenses and other assets			2,494				776
Income tax payable/receivable			(1,020	)			1,872
Accounts payable			3,081				5,212
Accrued expenses			(3,836	)			(220	)
Deferred revenue			4,369				(1,145	)
Other liabilities			(4,570	)			2,424
Net cash provided by operating activities			48,245				50,343
Cash flows from investing activities
Purchases of property and equipment			(30,914	)			(16,285	)
Purchases of marketable securities			(158,244	)			(277,831	)
Sales of marketable securities			39,372				2,435
Maturities of marketable securities			139,768				71,903
Purchases of software licenses			(12,799	)			—
Remaining payment related to acquisition of business			(1,800	)			—
Proceeds from sale of cost method investment			—				6,345
Proceeds from sale of discontinued operations			10,690				78,750
Purchase of cost-method investment in private company			—				(2,000	)
Other investing activity			100				—
Net cash used in investing activities			(13,827	)			(136,683	)
Cash flows from financing activities
Proceeds from exercise of stock options			1,514				5,108
Proceeds from employee stock purchase plan			5,776				5,518
Payment of capital lease obligations			(731	)			—
Long-term loan			272				(725	)
Proceeds from issuance of convertible debt, net of issuance costs paid			—				279,960
Minimum tax withholding paid on behalf of employees for restricted stock units			(20,248	)			(15,986	)
Purchase of capped call options			—				(22,540	)
Net cash provided by (used in) financing activities			(13,417	)			251,335
Net increase in cash and cash equivalents			21,001				164,995
Cash and cash equivalents at beginning of period			144,867				283,044
Cash and cash equivalents at end of period		$	165,868			$	448,039
Supplemental cash flow information:
Income taxes paid		$	2,100			$	226
Interest paid			3,378				1,243
Supplemental disclosure of non-cash investing and financing activities:
Software licenses purchased with debt			2,808				—

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1. Organization and Basis of Presentation

 

Inphi Corporation (the “Company”), a Delaware corporation, was incorporated in November 2000. The Company is a fabless provider of high-speed analog and mixed signal semiconductor solutions for the communications and datacenter markets. The Company’s semiconductor solutions are designed to address bandwidth bottlenecks in networks, maximize throughput and minimize latency in computing environments and enable the rollout of next generation communications and datacenter infrastructures. In addition, the semiconductor solutions provide a vital high-speed interface between analog signals and digital information in high-performance systems such as telecommunications transport systems, enterprise networking equipment and datacenters.

 

On August 4, 2016, the Company completed the sale of its memory product business to Rambus Inc. (Rambus) for $90,000. The Company’s condensed consolidated financial statements and the accompanying notes for prior period has been retrospectively reclassified to present the results of operations of memory product business as discontinued operations.

 

On December 12, 2016, the Company completed the acquisition of ClariPhy Communications Inc. (ClariPhy) for $303,661 in cash. The revenue and expenses of ClariPhy are included in the consolidated statement of income from December 12, 2016.

 

The interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”), Form 10-Q and Article 10 of SEC Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2016, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2017.

 

The interim condensed consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to state fairly the Company’s consolidated financial position at September 30, 2017, and its consolidated results of operations for the three and nine months ended September 30, 2017 and 2016 and cash flows for the nine months ended September 30, 2017 and 2016. The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for future quarters or the full year.

 

2. Recent Accounting Pronouncements 

 

In May 2014, the Financial Accounting Standards Board (FASB) issued guidance on “Revenue from Contracts with Customers.” The new revenue recognition guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. The guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The new guidance was initially effective for the Company on January 1, 2017. The new guidance permits the use of either the retrospective or cumulative effect transition method. In July 2015, the FASB voted to defer the effective date of the new revenue recognition standard by one year. The guidance may be adopted as early as January 1, 2017, the effective date of the original guidance. In March 2016, the FASB issued guidance in the assessment of whether an entity is a principal or an agent in the new revenue standard (gross versus net revenue presentation). In April 2016, the FASB issued guidance which amends the revenue guidance on identifying performance obligations and accounting for licenses of intellectual property. The guidance changed the previous proposals on renewals of right-of-use licenses and contractual restrictions. The guidance has the same effective date and transition requirements as the new revenue standard. The Company selected the cumulative effect transition method. Under the new guidance, the Company is likely to recognize revenue on sales to distributors upon shipment and transfer of control (known as “sell-in” revenue recognition), rather than deferring recognition until distributors report that they have sold the products to their customers (known as “sell-through” revenue recognition). The Company is currently evaluating other effects that the new revenue standards might have on its consolidated financial statements and related disclosures.

 

In July 2015, the FASB issued guidance applying to inventory measured using any other method other than last-in, last-out method. Under this guidance inventory is measured at the lower of cost and net realizable value. The net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The guidance is applied prospectively and is effective for the Company beginning January 1, 2017. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures.

 

 

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

 

In January 2016, the FASB issued guidance that requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The guidance simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value. The guidance eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, and requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. The guidance also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. Separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements is required under this guidance. The guidance further clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. The guidance is applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption and is effective for the Company in its first quarter of fiscal 2018. Early adoption is permitted only if certain criteria is met. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures.

 

In February 2016, the FASB issued guidance that requires companies that lease assets (lessees) to recognize on the balance sheet the assets and liabilities for the rights and obligations created by the leases with lease terms of more than 12 months. This guidance is effective for the Company beginning January 1, 2019. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures.

 

In March 2016, the FASB issued guidance that eliminate the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The guidance require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required. The guidance also requires that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. The guidance is effective for the Company beginning after January 1, 2017. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures.

 

In August 2016, the FASB issued guidance related to the classification of certain transactions on the statement of cash flows. The guidance will be effective for calendar year-end public companies in 2018, however early adoption is permitted. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements.

 

In October 2016, the FASB issued guidance which amends the financial reporting for the income tax consequences of intra-entity transfers other than inventory. The guidance requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset (with the exception of inventory) when the transfer occurs. The guidance will be effective for calendar year-end public companies in 2018, however early adoption is permitted. The Company early adopted this standard and the effect of adoption is discussed in Note 11 of the condensed consolidated financial statements.

 

In January 2017, the FASB issued guidance on classifying the definition of a business. This guidance clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance will be effective for calendar year-end public companies in 2018. Early adoption is permitted for transactions for which the acquisition date occurs before the effective date of the guidance only when the transaction has not been reported in financial statements that have been issued.

 

In January 2017, the FASB issued guidance to simplify the measurement of goodwill by eliminating the Step 2 impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The new guidance requires an entity to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The new guidance becomes effective for goodwill impairment tests in fiscal years beginning after December 15, 2019, though early adoption is permitted. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements.

 

 

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

 

In May 2017, the FASB issued guidance to clarify when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award changes as a result of the change in terms or condition. The guidance will be effective for calendar year-end beginning after December 15, 2017 with early adoption permitted. The Company is currently evaluating the impact of this new guidance on our consolidated financial statements and related disclosures.

 

3. Discontinued Operations

 

As discussed in Note 1, on August 4, 2016, the Company completed the sale of its memory product business to Rambus. The Company recorded a gain of $78,531 in the three and nine months ended September 30, 2016. The Company’s condensed consolidated financial statements and the accompanying notes for prior period has been retrospectively reclassified to present the results of operations of memory product business as discontinued operations.

 

The components of the gain on sale of the memory product business were as follows:

 

 

The results of discontinued operations for the three and nine months ended September 30, 2016 were as follows:

 

 

The results of discontinued operations for the three months and nine months ended September 30, 2016 included the following:

 

 

 

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

 

 

4. Investments

 

The following table summarizes the investments by investment category:

 

 

As of September 30, 2017, the Company had 63 investments that were in an unrealized loss position. The gross unrealized losses on these investments at September 30, 2017 of $84 were determined to be temporary in nature. The Company reviews the investments to identify and evaluate investments that have an indication of possible other-than-temporary impairment. Factors considered in determining whether a loss is other-than-temporary include the length of time and extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the investee, and the intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value.

 

The contractual maturities of available-for-sale securities at September 30, 2017 are presented in the following table:

 

 

 

5. Inventories

 

Inventories consist of the following:

 

 

Finished goods include $1,188 and $805 of inventories held by distributors as of September 30, 2017 and December 31, 2016, respectively.

 

 

6. Property and Equipment, net

 

Property and equipment consist of the following:

 

 

 

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

 

Depreciation and amortization expense of property and equipment for the three and nine months ended September 30, 2017 was $5,304 and $15,203, respectively. Depreciation and amortization expense of property and equipment for the three and nine months ended September 30, 2016 was $4,014 and $11,651, respectively.

 

As of September 30, 2017 and December 31, 2016, computer software costs included in property and equipment were $7,065 and $6,453, respectively. Amortization expense of capitalized computer software costs was $252 and $791 for the three and nine months ended September 30, 2017, respectively. Amortization expense of capitalized computer software costs was $293 and $879 for the three and nine months ended September 30, 2016, respectively.

 

Property and equipment not yet paid as of September 30, 2017 and December 31, 2016 were $2,049 and $4,221, respectively.

 

The Company leases certain equipment under capital lease agreements. Assets held under capital leases are included in property and equipment above. Gross amount and accumulated depreciation of assets under capital lease as of September 30, 2017 was $3,639 and $682, respectively. Gross amount and accumulated depreciation of assets under capital lease as of December 31, 2016 was $3,698 and $36, respectively.

 

The minimum lease payments under capital leases as of September 30, 2017 are as follows:

 

 

 

7. Identifiable Intangible Assets

 

The following table presents details of identifiable intangible assets:

 

 

During the nine months ended September 30, 2017, the Company recorded a measurement period adjustment of $513. This resulted in a net decrease of $513 in goodwill, increase in accounts receivable of $540, decreases of $96 in deferred tax liability and income tax payable and prepaid expenses and other current assets of $123.

 

During the three months ended September 30, 2017, the Company abandoned a project related to certain developed technology and in-process research and development from the ClariPhy acquisition resulting in an impairment charge of $47,014, of which $10,174 was included in the cost of revenue and $36,840 was included in the research and development expenses in the unaudited condensed consolidated statement of income (loss). The abandonment of the project was primarily related to change in product roadmap that occurred during the three months ended September 30, 2017.

 

 

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

 

The following table presents amortization of intangible assets for the three and nine months ended September 30, 2017 and 2016:

 

 

Based on the amount of intangible assets subject to amortization at September 30, 2017, the expected amortization expense for each of the next five fiscal years and thereafter is as follows:

 

 

The weighted-average amortization periods remaining by intangible asset category are as follows (in years):

 

 

 

8. Product Warranty Obligation

 

As of September 30, 2017 and December 31, 2016, the product warranty liability was $110. There was no movement in product warranty liability during the three and nine months ended September 30, 2017 and 2016.

 

9. Convertible debt

 

In December 2015, the Company issued $230,000 of 1.125% convertible senior notes due 2020 (Convertible Notes 2015). The Convertible Notes 2015 will mature December 1, 2020, unless earlier converted or repurchased. Interest on the Convertible Notes is payable on June 1 and December 1 of each year, beginning on June 1, 2016. The initial conversion rate is 24.8988 shares of common stock per $1 principal amount of Convertible Notes 2015, which represents an initial conversion price of approximately $40.16 per share. The total interest expense recognized for the three months ended September 30, 2017 was $3,443, which consists of $650 of contractual interest expense, $2,562 of amortization of debt discount and $231 of amortization of debt issuance costs. The total interest expense recognized for the nine months ended September 30, 2017 was $10,075, which consists of $1,936 of contractual interest expense, $7,467 of amortization of debt discount and $672 of amortization of debt issuance costs. The total interest expense recognized for the three months ended September 30, 2016 was $3,249, which consists of $650 of contractual interest expense, $2,384 of amortization of debt discount and $215 of amortization of debt issuance costs. The total interest expense recognized for the nine months ended September 30, 2016 was $9,552, which consists of $1,926 of contractual interest expense, $6,997 of amortization of debt discount and $629 of amortization of debt issuance costs.

 

In connection with the issuance of the Convertible Notes 2015, the Company entered into capped call transactions (Capped Call 2015) in private transactions. Under the Capped Call 2015, the Company purchased capped call options that in aggregate relate to 100% of the total number of shares of the Company's common stock underlying the Convertible Notes 2015, with a strike price equal to the conversion price of the Convertible Notes 2015 and with a cap price equal to $52.06 per share.

 

 

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

 

In September 2016, the Company issued $287,500 of 0.75% convertible senior notes due 2021 (Convertible Notes 2016, and together with the Convertible Notes 2015, the Convertible Notes). The Convertible Notes 2016 will mature September 1, 2021, unless earlier converted or repurchased. Interest on the Convertible Notes 2016 is payable on March 1 and September 1 of each year, beginning on March 1, 2017. The initial conversion rate is 17.7508 shares of common stock per $1 principal amount of Convertible Notes 2016, which represents an initial conversion price of approximately $56.34 per share. The total interest expense recognized for the three months ended September 30, 2017 was $3,999, which consists of $542 of contractual interest expense, $3,195 of amortization of debt discount and $262 of amortization of debt issuance costs. The total interest expense recognized for the nine months ended September 30, 2017 was $11,684, which consists of $1,606 of contractual interest expense, $9,315 of amortization of debt discount and $763 of amortization of debt issuance costs. The total interest expense recognized for the three and nine months ended September 30, 2016 was $738, which consists of $106 of contractual interest expense, $584 of amortization of debt discount and $48 of amortization of debt issuance costs.

 

In connection with the issuance of the Convertible Notes 2016, the Company entered into capped call transactions (Capped Call 2016) in private transactions. Under the Capped Call 2016, the Company purchased capped call options that in aggregate relate to 100% of the total number of shares of the Company's common stock underlying the Convertible Notes 2016, with a strike price approximately equal to the conversion price of the Convertible Notes 2016 and with a cap price equal to approximately $73.03 per share.

 

10. Other liabilities

 

Other current liabilities consist of the following:

 

 

Other long-term liabilities consist of the following:

 

 

 

11. Income Taxes

 

The Company normally determines its interim provision using an estimated single annual effective tax rate for all tax jurisdictions. ASC 740 provides that when an entity operates in a jurisdiction that has generated ordinary losses on a year-to-date basis or on the basis of the results anticipated for the full fiscal year and no benefit can be recognized on those losses, a separate effective tax rate should be computed and applied to ordinary income (or loss) in that jurisdiction. The Company incurred pretax loss during the three and nine months ended September 30, 2017 from its U.S. operations and will not recognize tax benefit of the losses due to full valuation allowance established against deferred tax assets. Thus, a separate effective tax rate was applied to losses from the U.S. jurisdiction to compute the Company’s interim tax provision. For the three and nine months ended September 30, 2016, the Company determined its interim provision using an estimated single annual effective tax rate for all tax jurisdictions.

 

 

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

 

The Company recorded an income tax benefit of $10,182 and $9,359 in the three and nine months ended September 30, 2017, respectively. The effective tax rate for both three and nine months ended September 30, 2017 was 17% and 11%. The difference between the effective tax rates and the 34% federal statutory rate was primarily due to tax impact of developed technology and in-process research and development impairment charge, change in valuation allowance, foreign income taxes provided at lower rates, geographic mix in expected operating results, unrecognized tax benefits, recognition of federal and state research and development credits and windfall tax benefits from stock-based compensation.

 

The Company recorded an income tax provision from continuing operations of $1,530 and $1,501 in the three and nine months ended September 30, 2016, respectively. The effective tax rate for the three and nine months ended September 30, 2016 was 19% and 17%, respectively. The difference between the effective tax rates and the 34% federal statutory rate was primarily due to the change in valuation allowance, foreign income taxes provided at lower rates, geographic mix in operating results, unrecognized tax benefits, recognition of federal and state research and development credits and windfall tax benefits from stock-based compensation from early adoption of Accounting Standards Update 2016-09.

 

As discussed in Note 2, the Company early adopted ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory at the beginning of 2017. As a result of the adoption, the Company wrote off the unamortized deferred tax charge balance to retained earnings. At the same time, the Company recorded deferred tax asset on the difference between tax basis and financial reporting carrying value in the consolidated financial statements related to the intercompany transfer of an asset in prior years. The effect of the adoption resulted in a charge of $1,217 on the beginning balance of retained earnings.

 

During the three and nine months ended September 30, 2017, the gross amount of the Company’s unrecognized tax benefits increased by approximately $953 and $4,010, respectively primarily as a result of tax positions taken during the current year. Substantially all of the unrecognized tax benefits as of September 30, 2017, if recognized, would affect the Company’s effective tax rate. The Company believes that in the next twelve months, it is reasonably possible that the gross unrecognized tax benefit may decrease by approximately $119 due to the expiration of statute of limitations on certain foreign income taxes.

 

The Company does not provide for U.S. income taxes on undistributed earnings of its controlled foreign corporations that are intended to be invested indefinitely outside the United States.

 

12. Earnings Per Share

 

The following shows the reconciliation of weighted average shares used in the calculation of basic and diluted earnings per share:

 

 

The following securities were not included in the computation of diluted earnings per share as inclusion would have been anti-dilutive:

 

 

 

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

 

13. Stock–Based Compensation

 

In June 2010, the Board of Directors (the “Board”) approved the Company’s 2010 Stock Incentive Plan (the “2010 Plan”), which became effective in November 2010. The 2010 Plan provides for the grants of restricted stock, stock appreciation rights and stock unit awards to employees, non-employee directors, advisors and consultants. The Compensation Committee administers the 2010 Plan, including the determination of the recipient of an award, the number of shares subject to each award, whether an option is to be classified as an incentive stock option or nonstatutory option, and the terms and conditions of each award, including the exercise and purchase prices and the vesting or duration of the award. Options granted under the 2010 Plan are exercisable only upon vesting. At September 30, 2017, 4,337,307 shares of common stock have been reserved for future grants under the 2010 Plan.

 

Stock Option Awards 

 

The Company did not grant any stock options during the three and nine months ended September 30, 2017 and 2016.

 

The following table summarizes information regarding options outstanding:

 

 

The intrinsic value of options outstanding, exercisable and vested and expected to vest is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of the respective balance sheet dates.

 

The total intrinsic value of options exercised during the nine months ended September 30, 2017 and 2016 was $8,796 and $13,401, respectively. The intrinsic value of exercised options is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of the exercise date. Cash received from the exercise of stock options was $1,514 and $5,108, respectively, for the nine months ended September 30, 2017 and 2016.

 

Restricted Stock Units

 

The Company granted restricted stock units (“RSUs”) to members of the Board and employees. Most of the Company’s outstanding RSUs vest over four years with vesting contingent upon continuous service. The Company estimates the fair value of RSUs using the market price of the common stock on the date of the grant. The fair value of these awards is amortized on a straight-line basis over the vesting period.

 

The following table summarizes information regarding outstanding restricted stock units:

 

 

 

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

 

The RSUs include performance-based stock units subject to achievement of pre-established revenue goal and earnings per share on non-GAAP basis. Once the goals are met, the performance-based stock units are subject to four years of vesting from the original grant date, contingent upon continuous service. The total performance-based units that vested for the nine months ended September 30, 2017 was 96,724. As of September 30, 2017, the total performance-based units outstanding was 329,132.

 

Employee Stock Purchase Plan

 

In December 2011, the Company adopted the Employee Stock Purchase Plan (“ESPP”). Participants purchase the Company's stock using payroll deductions, which may not exceed 15% of their total cash compensation. Pursuant to the terms of the ESPP, the "look-back" period for the stock purchase price is six months. Offering and purchase periods will begin on February 10 and August 10 of each year. Participants will be granted the right to purchase common stock at a price per share that is 85% of the lesser of the fair market value of the Company's common stock at the beginning or the end of each six-month period.

 

The ESPP imposes certain limitations upon an employee’s right to acquire common stock, including the following: (i) no employee shall be granted a right to participate if such employee immediately after the election to purchase common stock, would own stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company, and (ii) no employee may be granted rights to purchase more than $25 fair value of common stock for each calendar year. The maximum aggregate number of shares of common stock available for purchase under the ESPP is 1,750,000 shares. The total common stock issued under the ESPP during the nine months ended September 30, 2017 and 2016 was 171,099 and 285,101, respectively.

 

The fair value of the ESPP is estimated at the start of offering period using the Black-Scholes option pricing model with the following assumptions:

 

 

 

Stock-Based Compensation Expense

 

Stock-based compensation expense is included in the Company’s results of operations as follows:

 

 

Total unrecognized compensation cost related to unvested stock options, restricted stock units and awards at September 30, 2017, prior to the consideration of expected forfeitures, is approximately $117,141 and is expected to be recognized over a weighted-average period of 2.94 years.

 

 

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

 

14. Fair Value Measurements

 

The guidance on fair value measurements requires fair value measurements to be classified and disclosed in one of the following three categories:

 

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

 

Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; or

 

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

 

The Company measures its investments in marketable securities at fair value using the market approach, which uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The Company has cash equivalents, which consist of money market funds valued using the amortized cost method, in accordance with Rule 2a-7 under the 1940 Act, which approximates fair value.

 

The Company determines the amount of transfers between Levels 1 and 2 or transfers into or out of Level 3 by using the end-of-period fair value. The Company had no transfers among the fair value hierarchy during the three and nine months ended September 30, 2017.

 

The following table presents information about assets required to be carried at fair value on a recurring basis:

 

 

 

 

 

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

 

The Convertible Notes are carried on the Consolidated Balance Sheets at their original issuance value including accreted interest, net of unamortized debt discount and issuance cost. The Convertible Notes are not marked to fair value at the end of each reporting period. As of September 30, 2017 and December 31, 2016, the fair value of Convertible Notes was determined on the basis of market prices observable for similar instruments and is considered Level 2 in the fair value hierarchy.

 

15. Segment and Geographic Information

 

The Company operates in one reportable segment. The Company’s Chief Executive Officer, who is considered to be the chief operating decision maker, manages the Company’s operations as a whole and reviews consolidated financial information for purposes of evaluating financial performance and allocating resources. Revenue by region is classified based on the locations to which the product is transported, which may differ from the customer’s principal offices.

 

The following table sets forth the Company’s revenue by geographic region:

 

 

As of September 30, 2017, $7,890 of long-lived tangible assets are located outside the United States, of which $4,674 are located in Taiwan. As of December 31, 2016, $6,567 of long-lived tangible assets are located outside the United States, of which $5,068 are located in Taiwan.

 

16. Commitments and Contingencies

 

Leases

 

The Company leases its facility under noncancelable lease agreements expiring in various years through 2026. The Company also licenses certain software used in its research and development activities under a term license subscription and maintenance arrangement.

 

As of September 30, 2017, future minimum lease payments under noncancelable operating leases having initial terms in excess of one year are as follows:

 

  

 

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

 

For the three and nine months ended September 30, 2017, lease operating expense was $1,709 and $5,075, respectively. For the three and nine months ended September 30, 2016, lease operating expense was $3,753 and $10,657, respectively.

 

Noncancelable Purchase Obligations

 

 The Company depends upon third party subcontractors to manufacture its wafers. These subcontractor relationships typically allow for the cancellation of outstanding purchase orders, but require payment of all expenses incurred through the date of cancellation. As of September 30, 2017, the total value of open purchase orders for wafers was approximately $4,688. As of September 30, 2017, the company has a commitment to pay $171 for software licenses.

 

Legal Proceedings

 

Netlist, Inc. v. Inphi Corporation, Case No. 09-cv-6900 (C.D. Cal.)

 

On September 22, 2009, Netlist filed suit in the United States District Court, Central District of California, or the Court, asserting that the Company infringes U.S. Patent No. 7,532,537. Netlist filed an amended complaint on December 22, 2009, further asserting that the Company infringes U.S. Patent Nos. 7,619,912 and 7,636,274, collectively with U.S. Patent No. 7,532,537, the patents-in-suit, and seeking both unspecified monetary damages to be determined and an injunction to prevent further infringement. These infringement claims allege that the iMB™ and certain other memory module components infringe the patents-in-suit. The Company answered the amended complaint on February 11, 2010 and asserted that the Company does not infringe the patents-in-suit and that the patents-in-suit are invalid. In 2010, the Company filed inter partes requests for reexamination with the United States Patent and Trademark Office (the “USPTO”), asserting that the patents-in-suit are invalid. As a result of the proceedings at the USPTO, the Court has stayed the litigation, with the parties advising the Court on status every 120 days.

 

As to the proceedings at the USPTO, reexamination has been ordered for all of the patents that were alleged to infringe, and at present, the USPTO has determined that almost all of the originally filed claims are not valid, with certain amended claims being determined patentable. The Reexamination Certificate for U.S. Patent No. 7,532,537 was issued on August 2, 2016 based upon amended claims, and the parties continue to assert their respective positions with respect to the reexamination proceedings for U.S. Patent Nos. 7,619,912 and 7,636,274.

 

While the Company intends to defend the foregoing USPTO proceedings and lawsuit vigorously, the USPTO proceedings and litigation, whether or not determined in the Company’s favor or settled, could be costly and time-consuming and could divert management’s attention and resources, which could adversely affect the Company’s business.

 

Based on the nature of USPTO proceedings and litigation, the Company is currently unable to predict the final outcome of this lawsuit and therefore, cannot determine the likelihood of loss nor estimate a range of possible loss. However, because of the nature and inherent uncertainties of litigation, should the outcome of these actions be unfavorable, the Company’s business, financial condition, results of operations or cash flows could be materially and adversely affected.

 

Indemnifications

 

In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, investors, directors, officers, employees and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third-parties. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnifications. Accordingly, the Company has no liabilities recorded for these agreements as of September 30, 2017 and December 31, 2016.

 

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